Pursuant to the terms of the investor rights agreement that the
Company entered into in connection with its January 2020 private
placement, the Company is required to provide Sarissa Capital
Offshore Master Fund LP and certain of its affiliates (collectively
“Sarissa”) the opportunity to purchase an aggregate of up to
829,688 ordinary shares and up to 414,844 Warrants on the terms
provided for in the Offerings (the “Sarissa Right to Purchase”). To
the extent Sarissa elects to exercise the Sarissa Right to
Purchase, any sale to Sarissa will be carried out in a separate
transaction at a price per ordinary share equal to the public
offering price and a price per Warrant equal to the price per
Warrant in the Private Placement.
The foregoing descriptions of the Warrants, the Placement Agent
Warrants and the Securities Purchase Agreement are not complete and
are qualified in their entirety by reference to the full text of
the Form of Warrant, the Form of Private Placement Warrant and the
Form of Securities Purchase Agreement, which are attached hereto as
Exhibit 4.1, Exhibit 4.2 and Exhibit 10.1, respectively.
A copy of the legal opinion of A&L Goodbody as to the legality
of the Shares is attached as Exhibit 5.1 hereto.
Unregistered Sales of Equity Securities.
Please see the disclosure regarding the Warrants, the Placement
Agent Warrants, the Warrant Shares and the Placement Agent Warrant
Shares set forth under Item 1.01, which is incorporated by
reference into this Item 3.02. The Warrants, the Placement Agent
Warrants, the Warrant Shares and the Placement Agent Warrant Shares
were offered pursuant to the exemption provided in Section 4(a)(2)
under the Securities Act and Rule 506(b) promulgated thereunder.
Each Purchaser has represented that, among other things, it is an
accredited investor, as defined in Rule 501(a), (a)(2), (a)(3),
(a)(7) or (a)(5) under the Securities Act, or a qualified
institutional buyer, as defined in Rule 144A(a) under the
Securities Act. The Warrants, the Placement Agent Warrants, the
Warrant Shares and the Placement Agent Warrant Shares were not
offered through any general solicitation or advertisement.
The full text of the press release announcing the pricing of the
Offerings on June 3, 2020 is attached as Exhibit 99.1 hereto
and is incorporated herein by reference.
The Company estimates that the net proceeds from the offering and
the concurrent private placement, together with its existing cash
and cash equivalents, will be sufficient to enable it to fund its
operating expenses and capital expenditure requirements into the
fourth quarter of 2020. The Company has based this estimate on
assumptions that may prove to be wrong, and the Company’s operating
plans may change as a result of many factors and various risks and
uncertainties. This estimate assumes, among other things, the
continuation of regular monthly amortization payments of the
principal amount outstanding under the Company’s credit facility
with Silicon Valley Bank and that the balance of the principal
amount does not become due and payable until the maturity date of
March 1, 2022. The Company could deplete its capital resources
sooner than expected.
This Current Report on Form 8-K may contain forward-looking
statements. These forward-looking statements include, without
limitation, statements regarding the anticipated closing of the
offering, the use of proceeds from the offering, the transactions
contemplated by the transaction documents, the sufficiency of the
Company’s cash resources and the Company’s plans, strategies and
prospects for its business. In some cases, forward-looking
statements can be identified by words such as “may,” “believes,”
“intends,” “seeks,” “anticipates,” “plans,” “estimates,” “expects,”
“should,” “assumes,” “continues,” “could,” “will,” “future,”
“potential” or the negative of these or similar terms and phrases.
Forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause the Company’s actual
results, performance or achievements to be materially different
from any future results, performance or achievements expressed or
implied by the forward-looking statements. Forward-looking
statements include all matters that are not historical facts.
Actual future results may be materially different from what is
expected due to factors largely outside the Company’s control,
including whether the conditions for the closing of the offering
will be satisfied, the uncertainties inherent in the conduct of
clinical trials, availability and timing of data from clinical